Transcript
This is proxy countdown. Welcome to the Big Show for the week of June 30th 2025 alongside my tag team partner. Matt McCarty I'm Damien rawlas on today's countdown Netflix says no. Flex pays for failure, ISS, flip-flops failed attendance at Birth of Holdings and on the big boat. Matt looks at sneaky director appointments. Let's start with our top throwers. We have a lot because we're covering the last two weeks. Netflix rejects. J-hope's resignation saying Mr. Hoax continued Service as a member of the board is in the best interests of the company and its stockholders. Despite the glaring flaw in its logic, that 79% of stockholders, said, no, that's their math. They were really only referring to the other 21%. Let's look at a bunch of new hires over the best two weeks DTE. Energy announced that c o o Joy. Harris would be the new CEO. Succeeding Jerry, norcia. Who will become executive? Chair. Joy is a double ceiling breaker. Becoming the first black woman in the role. Yeah. But still Daddy's staying on the board. Right? Like whenever you see that, that's the important part important. Takeaway here to me is The old the other guys sticking around as executive chair. For some reason, you DRS new CFO is David Bragg who lasted only 16 months, as CFO at Roots Management Group, The new interim CEO at Hormel Foods is its former CEO Jeffrey Ettinger. For 15 months of service to provide cover for Porsche succession planning, he will get a salary of 1.2 million. A Target short-term reward of two million dollars, a one-time Equity, Grant of 7.2 million dollars and 10 full weeks of paid vacation. I don't know why they didn't just give them a 12-month contract and say the rest is your vacation. The new CFO at Pure Storage tourek, robotic. Who lasted as CEO of RingCentral, for only five months and is not held a full-time executive position since 2023 will get about 30 million dollars in equity Awards. Holy moly more than a third of which will best simply over time without Performance Based conditions. We're seeing so much CEO CFO turnover and I think there's clearly collusion in effect which is everyone's quitting their CFO role after a year and then demanding a massive Equity package to be hired and they're all doing it together. It's all it's got to be collusion, but this one's it fast. This is like, if you were you there's a shortage of, you know, like left fielders and so short stops were all taking the job of left field there, because you can get paid more a CEO saying, never mind. I'd rather be a CFO right now because I can demand a 30 million Equity award and get nowhere near their amount of pressure that the CEO gets, he'll be gone in a year and More Words, Starbuck's. Appointed two, Uber Network directors to its board. Dambisa moyo is on the boards of Chevron Conde Nest. She previously served on Saab Miller Barclays Bank, 3M, Seagate Technologies, and then there's Marissa Mayer. Previously, the CEO and director at Yahoo. She's currently on the boards of Walmart AT&T and Hilton Hotels and Resorts. She used to serve on the board of next door. These are two higher, very, highly networked director's women, know so good. Overboard women, which is, we see a lot of and it was Lucy. A lot of that in circumventing the alternative democracy news. Something Matt's gonna cover later? Netflix appointed Airbnb, CFO. Eleanor Mertz to its board a mere 16 days after its annual meeting. At PayPal, they appointed Idris Stanley. 19 days after its meeting and microstrategy. They snuck Peter briser Junior onto its board 19 days after its meeting and they're giving him a golden Halo Equity. Award of valued at 2 million dollars on top of the fact that he is due to receive about 500,000 dollars in annual direct conversation. Pretty crazy. I It this this whole section triggers me, it triggered me so much. I'm going to do a section on it at the end. Here's some more money for hanging around. New is we're seeing a lot of these packages recently. At somni Group International, they renewed, the contract of CEO and chair. Scott Thompson. He gets a 10 million dollar cash transaction bonus. For the company's acquisition of Mattress Firm and one point two million stock options. Valued currently at about 22 million dollars a year, this is why it pays to not only be the CEO of your own board. Oh, robot the advantage. Gets a one-time supplemental. Equity. Awarded at 25 million dollars. If the companies relative total shareholder return over a three-year period is below the 25th percentile, wait below below. She gets 50 million dollars. If that shareholder returned is below the median and she gets 62.5 million if it is at or above the median. This is just absolute pay for failure. It's just ludicrous. Wait a minute, the highest tier is at or above the median 62.5. She gets 25 million dollars. If it's below the 25th percentile, if they underperform, essentially, all of their peers. Triple take on that one when I saw it. How much Aerospace has renewed? The contract of its CEO and chair John plant. As such, he will get a special, they always call these special or one-time. He'll get a special retention Award of restricted, stock valued at 45 million dollars. That's valuation today, right? That's not yeah. And finally Starbucks, all the named executive officers are getting a surprise July, 4th back to Starbucks bonus. That's what they call it back to Starbucks bonus, just for staying at their jobs. So this Equity award is worth 6 million dollars. If an operating expense reduction is met and up to 12 million dollars for the achievement of the easiest set of goals known to human kind. I've never heard of easier goals in these ready. The rollout of the company's green apron service program. That's the first one. Second Coffee House uplifts, and third, new food, and beverage platforms and forth. A reimagined Starbucks rewards program. They were already doing all that. Yes, that's their job. Absolutely true. And finally, I go and in a nice one. In a tribute to simpler times. Here's the announcement, from Crawford and Company. On May 20th 2025 at the contractor connection. Restore conference, Larry C, Thomas Global, president of platform, Solutions of Crawford & Company announced. His plans to retire from the company effective at the end of the year. Mr. Thomas has been with the company since 1983. Matt. Isn't that great retiring at a conference isn't that? So old fashioned surrounded by your friends? I just love that one. I love that. That's good. All right, let's move over to our proxy cage matches. We have a lot of ISS in the news First ISS recommends with hold votes on Long tenured directors, at Brookdale, Senior Living, that's leeway in ski. In Victoria freed Issa says, given the 10 year in Physicians of Hawaiian freed. They are arguably the most culpable among incumbent directors and this is in response to it. A proxy contest are from an activist investor last year in 2024 Weiland ski gut, 99.6% support and freed got 98.8% support. So something magically changed over the last few months. Well what also magically changed is that Frank Bumstead was not targeted by an activist. Investor is longer tenured in 82 years old and somehow and controls the influence escaped, any sort of scrutiny over 80 years old too also ISS supports a compelling case for change to Astra Nova board of directors ISS finds that change at the board level is warranted to improve Independence and oversight. Last year, Matt, the entire board got 97% approval. I don't know. I don't know what's changed again. It's warranted. And finally ISS is advising investors to vote against the re-election of Shari. Redstone to the Paramount Global board citing concerns over the company's governance and executive pay structure. These are problems that I've been going on there for decades. They also recommended a vote against three women, Barbara, Byrne, Linda griego, and Susan Schumann. Last year, the vote specifically against Redstone only 2.4% against her re-election and 12% abstained, which is highly unusual. I I don't think I've ever seen such a high abstain vote before. Uh, but clearly something has changed once again. So a controlled company. Yeah. Oh, has been for forever. So he's governance concerns, I remember complaining about even before I started working at MSI. So why are we citing governance concerns this year? For Shari Redstone. Good question, Texas. Annex a new law to regulate. Proxy advisory firm, speaking of ISS, SB, 2337 aims to limit proxy, advice based on non-financial factors. This is their, this is their terminology non-financial such as ESG and Dei and requires proxy advisors to provide a specific financial analysis for any recommendation in opposition to Management's position. interestingly though yesterday, just yesterday or maybe two days ago, the DC circuit ruled that sec Rules about proxy advisory firms. That limit what they can do. Actually violate the law. So you have Texas on one hand saying that proxy advisory firms are are be. She need to be regulated in a way limiting, their proxy advice and the DC circuit ruling, that the SEC rules that limit proxy advisory firms violate the law. So eventually this all gets up to the Supreme Court and somebody bangs a gavel and decides whether or not issue should be looked at. Look, I mean, when you wedge Dei into any issue, it's clearly about race and it's funny to me that you can consider the hiring of actual people to be. That's non-financial your staff your the higher Well, people ISS is doing its darndest. One story, you go to just get rid of all the women before they have a problem with Texas. And lastly, lamb Weston reached a settlement with Jana Partners, allowing the activist investor, to add six new directors for Janet candidates and two other mutually agreed upon directors. The Janika candidates include a former lamb Western executive chair. That's Timothy McVeigh. And Janice portfolio manager, Scott ostfeld. So sometimes these activists investor campaigns even though they tend to get the attention of, you know, issue, everybody else. They seemed a lot like vanity when you're putting your own people in there. But yeah, it's always the catch. It's you, you somehow managed to simultaneously point out, a massive governance problem with the people on the board and then ruin your own argument by, adding your own people to that board who have no business being there. Finally, let's cover the vote results table over the last two weeks, proxy season is clearly dwindling down, just about over. I only saw 33, large cap annual meetings, the story Remains the Same, the only 16 total shareholder proposals. So backing up all the news that we're seeing. There is just no shareholder. Proposals this year, these came from only nine companies. Really only two wins. Overall, I say wins and quotes, none of the show proposals won. But shareholders voted down an increase to the equity plan, by 8 million shares at Viridian Therapeutics and a director. Jacob katsu Bay. He failed to receive a majority of votes but I'll cover that a bit later, it's because, of course, a fail to attendance. There were seven moral victories. That those were votes were over. 30% said, yes. Nothing much to say, here, eBay, 49% supported to call a special meeting so eBay. Why don't you do the right thing? And just pass that one. And then how about this weird one? at BJ's Wholesale Club, who knew This is their first ever shareholder proposal dipo in 2018. I haven't seen any other share the proposals a ghg emissions reduction proposal put up by Trillium ESG. Somehow got 30% support 300. I don't know how that happens hero. So anyone listening to this show who puts up Cheryl proposals Target BJ's Wholesale Club. That's a very friendly shareholder group. Apparently, some shareholder there really, really wants. I mean, to be fair, a basic ghg emissions. Reductions goal is so very 2017. So we've been seeing them get like routinely. They seem to get about 10% now so the fact that BJ's even has it on the docket at all. Suggests that BJ's may be way behind the time. Maybe the sharers were just excited to have a chance to vote on something. The biggest shareholder just connect of over the last two weeks, was definitely a co-star group, where a really loud, no vote against Sayre. 46% said no to pay. That's a very high vote and yet Uh the lowest support for any director was a 4% know, so 96% support for director, was the highest their meaning? I mean the lowest meaning that the rest of them got 97.98 99. So crazy guys people. I don't I don't know if you know this but someone has to write down the ideas for the pay in the first place. There's a group of people that do that. I like this one this I call this a shareholder connection just like ESP. I don't know why. This happens, Delta Airlines and ansys. Both had a shareholder proposal act by written consent. They they both basically got 42% support. Now, how are they alive? Oh, I don't know. Oh ansys obviously needs to fly places so And then finally, let's look at the directors. Once again there's not a lot to say bye and large most directors getting, you know, High 90 support 90s. Percentage of Holdings is the only real story. Jacob katsu Bay. Attended only 50% of the aggregate meetings last year and was not able to attend the balance due to last-minute emergencies emergencies and other extenuating circumstances that didn't fly with shareholders. They usually are okay with medical emergencies but not last minute, emergency, so a full 54% said, no, but they weren't done there. This is a, this is a feisty Cheryl group. Joseph van dokum got 46% of the vote against his re-election and I'm guessing because he is the chair of the nominating committee and there is only one woman on this board. That's my guess. I don't know. Only one out of 10. Directors is a woman of Holden's. Well, let me read to you. What we said on our June 9th is that right? Foxy countdown. This is a quote, we did this on the show. So what are investors this week going to do about this, this being the attendance failure. As the only thing we care about You have a shot at a, no vote on attendance at vertiv Holdings. If they do infrastructure for data centers and I read out loud, miss Mr. Katsu Bay attended, 50% of the aggregate meetings. We pointed out that katsu Bay. If you were going to vote, On just attendance katsu Bay has 4% influence. He's on tuber boards, and Ryerson, holding boards, he bats 570 for TSR and 451 for earnings. He actually was paid. We did the math where he was paid $255,000 dollars per meeting that he showed up to, but the worst performer on the board was actually Roger Friedman, who batted lower and TSR lowering earnings. He was connected to 30% of the board and if you were going to vote on a metric outside of just attendance that metric, you could have voted out Roger, who underperformed but in Stead, we guessed that, we'd see a no vote on katsu Bay, and that's exactly what we saw. No one voted out Roger Friedman, but they definitely voted out. Jacob Cuts eBay. Here's an interesting thing that I want to follow up on the future. One thing I would like to know is that when there is a bit of a negative energy in a shareholder group. So there are already upset at Jacob to Bay. Does that carry over to other parts of the vote? They already feeling emboldened to vote. No one other things on that same belt. Is that why we see Joseph van? Doc, I'm getting such a high vote against. I do think once you've sort of analyzed something, you've broken the ice. Yeah. Then you realize there's often other things wrong which it's the activist investor Theory, right? Exactly. Yeah. It's basically regular investors become activists and if it takes a director, a Attendance failure to turn a regular investor into an activist then. Guess how? Many times that's going to happen? Almost none. You're not gonna see it that much. But look, the and we pointed to South on the show. If your only characteristic that is going to force you to look at the actual directors, on a company is attendance. You're doing it wrong. There's a lot of metrics that you can use and the other person that you're voting out on this board is Joseph van dockham or you know, 46%. No, is it might as well be a vote out simply because they chair the nominating committee, having no interest in who actually performs on this board. That's problematic. A finally kind of in a vote that kind of wraps sums up the tone of the 2025 epoxy proxy season that MasterCard. Okay. So they had two votes, On Race essentially. One. From the anti Dei crowd and one from the normal people Dei crowd. So, maybe this tells you, the you were talking about, like there's a proponent spread, right? Like certain proponents are automatically getting low votes just because everybody hates them. Maybe this demonstrates that Matt so MasterCard. Again two votes, s e. I u Master. Trust put up a racial Equity audit report in the National Center for Public Policy. Research, put up in affirmative action, risks proposal. The anti-esg vote was zero, point four percent. Yes, and the normal people got 11%. Yes. So maybe that's it. That's the spread 10.6%. Is that it is that the, the proponent spread that's in this case. Yeah, the proponents I like the idea proponent spreads and maybe this is something we should do when we do proxy season review because the only way to talk about, The proposals I think is not so much on the merits of The Proposal, I think it is on the proponent spread and I, but I, I still, I'm not going to get over the fact that like one guy named Gus voted yes on 0.4% is that's like one person's retirement. That's the most virulent racist in the group. That's it for me. Let's move over to the big vote. Matt, what do you have to? Oh, you're talking about Alternate the circumventing, the alternative democracy, right? Yeah, so um, the story that got me here and you mentioned it at the top was the PayPal Story. How app, PayPal deer drift Stanley. Was put snuck onto secular at word onto the board. I think it's 19 days after the annual meeting. Yeah. Which to interrupt you quickly before you begin, which means, without a shadow of a doubt, is that the company knew that Deirdre Stanley was about to join the board? These things don't happen overnight and they certainly don't happen in 19 days. So, I talked about this on our business pants podcast today, but but we know from executive Search forums that, the average placement for a CEO is around 200 days. That's, that's on average in the last five years. Now, there's some that take a lot longer, there's something they need to go really really quickly, but we know that it's, it takes, you know, a couple of months you're talking about 200 days is is a solid, you know, eight months of work. At least to get this done at a minimum. So, In this case, we assume. If you're at the director, maybe it's half that. Maybe it's more like, 100 days. So in Deer, just Stanley's case when 100 days prior if they open the search 100 days. Prior it means a what they did was expand the board and they added dear just Stanley. They knew they were going to expand the board at least 100 days prior which puts them at early March, which is a full month and a half before the proxy. and, They must have figured out. It was going to be deer just Stanley before at a minimum before, you know, the vote results happened or the or the, or the actual AGM happened. So investors are not informed that they are expanding the board and adding another person until after they've already voted. Well, this is how unserious this process is because, let's just hypothetically, say that you, you already have two CFO is on the board. And and then the company sneaks a third CFO in the board. Let's just say, hypothetically maybe shareholders think that's too many. Maybe they only right that we only need one. You know, chartered accountant, who works for KPMG, whatever it is, whatever the case may be. But the company with the companies saying is no, we don't really care how you think that these boards should be structured and balanced. You don't really you don't get to have a say in that. So here's what I did because I wondered at PayPal like it would be easy to be triggered about this. And I was I saw that and you've been pulling these for the last, you know, you know, five or six episodes and and noticing this this pattern I actually decided Well let's go into the data and I'm going to call him the plus 30s. These are people, its AGM date, plus 30 days. Okay? A month. How often are directors put on a board within 30 days of the AGM ending, okay? In fact, I've got a couple of categories here, there are. There are the plus 30s, but there's actually worse. So here's why I want to dive into this because for these directors, most directors are awarded. They have cash that they're paid to be for the directorship and they get Equity Awards. The equity awards are vested right before the AGM in the event that they get voted out. They want to pay them for their service for that year. So they vest right before the AGM, it's effectively a one-year vest. If you are directed for the entire term so it's a one year vest. These directors would get a pro-rata share of the share the equity Awards and the cash retainer. But if you join the board on day 19, after the AGM, your pro-rata share is basically the entire share, so you are appointed to committees. You are paid almost nearly in full alongside everybody else. But and you are effectively an incumbent going into your first election. Yeah. And let's not forget, we're seeing more and more big golden. Hello Equity awards for directors. Now, I reported this week, microstrategy the new director, there he got two million dollars just for joining the board and that is before any investor gets to vote on that person's pay or whether they're even qualified to be on the board. So at this point, the owner's are not choosing their representatives, the representative sort of choosing themselves and knowing that the average tenure of a directors, seven years. And once you crack it, that means 14% of your tenure is over before investors actually weigh in on whether they want you there 14% of your tenure is is over. It's like, you got to see the First Act of a four act play before, you know, like you had to pay, you know, someone actually had to let you in the door so I Got to thinking how many times has happened. Here's the methodology. I used. I got the lat the last five years of AGM dates. I got the director start dates for all the all companies in the US in the last five years. I only did us because this is a uniquely us problem. I did not see it when I was done outside of the US. I only focused on non-executive directors and I tagged them if they started within 30 days or less of the AGM. So how many directors had no accountability for at least a year? Basically, a full year here are the results. The average days for director ads, in general. Is plus or minus 90 days from the AGM, so on average, three months before, it's three months after the AGM, you see the bulk of director ads so it's not actually that uncommon. For direct your ads, to be clustered around the AGM, which a lot of that, a lot of that has to do with retirements, okay. A lot of that has to do with, you know, like term expirations and you need to fill a role in advance of the term expiring. Like you are announcing that somebody's joining or they join the board and they're and then the person leaves, you know, at the AGM. Well, before I understand before the AGM, it's the after partner understand. Yeah, I mean, most of this happens before the engineer. The majority of it is in, in advance, in advance of the AGM. In fact, I saw some that were, you know, 180 days before the AGM, someone would join. Like, there's, there's a range here. But 292 directors were added. Within 30 days of the AGM ending in the last five years, 292 directors. 79 times directors were added inside a week of the AGM ending, that suggests something nefarious. I'm sorry, these plus 30 happened at 227 companies. Meaning, there are companies with multiple directors, that this where they've done this. Some of them have a good excuse, some of them are because a merger agreement takes place, it gets voted on at the AGM and then, you know, a day later or three days later, all the people, as part of the merger agreement, join the board. So, when I started looking at that, I excluded them, right? There were still 29 companies. These are not mergers, 29 companies, added a director, one day after the AGM, has no sense to me. Because in the last five years, they also have the ability to make changes at the meeting themselves. We've seen sure proposals being added and subtracted on the day of the meeting know. Of course, they could. They could just add a direct to the slate and say, you know, factors, we know that investors would basically agree with the day. Well, that's the irony. Here, they were both the men anyway, but why why? Wait, but here's the worst of the worst. The worst of the worst was Rockwell Automation. Okay. The only us company to do this three years in a row, 2022 2033, and 2024 they're doing a systematically. It's basically systematic in 2022. Robert Sodor. Barry was added to the board after the board was expanded. One day after the AGM, they expanded the board and added him one day after, right? He was not in the proxy. There was no mention of the expansion in the proxy or any of the eight. K's in 2023, Philip Holloman, retired, the day of the AGM, and replaced by director Alice Jolla. One day after the AGM, was that retirement and announced in the men was on the proxy. No mention of retirement, in the proxies wild. Yeah, Joel was not in the proxy. For both of those, a person named column sin or call Manson was the chair of the nominating committee and Holloman was on the nominating committee and as well as was another person named Keen. So, the nominating committees are effectively the same for both of those in 2024, Rockwell expanded the board. Again, adding Tim Davis, one day after the AGM is it board expansion? Seems to be and I'll get to this in a second. A common theme here where you expand the board, and add a person, the expansion again, not discussing the proxy know, it was native shop for a vote at this point. The, the nominating committee has flipped the common directors, at Rockwell Automation. Parfait has been the lead independent director for 15 years. He's actually overseen a CEO transition. Their Keane has been on the board for 12 years on and off the Nom committee and more, a CEO has been there for seven years, but it seems like this is the parfait show, right? This is parfait or parfitt, hit as lead. Independent are quote director at 15 years. This is now your Your pattern, you do. I'm sure that the rock will automation investor relations team is listening to the show. So reach out and tell us why you're doing this. Yeah please let us know why you think it's a good idea for strange day, notice all of them. All three of them. One day after the AGM they added director, that means they have the full tenure. I mean again I don't know if they're just trying to be snarky because to your point they'd be the Charlotte's would have supported them anyway so I don't I get I don't know why you wait a day but yeah Rockwell Automation is a classified board. So they already really don't care about the shareholders voice on their board, which brings us to pattern. Number one, 48% of the boards that do the plus 30s are classified. Yeah, nearly half. That makes sense to me. Because I especially in 2025, if your board is still classified, you just simply don't really care about what shareholders think about, who should be on and off the board. Because I think you can screw up majorly in 2025 as a director. And yet, you might not be up to a vote until 2028, that makes no sense. Yeah, well that's think about it that way, right? So not only is 48% of the board's classified but that compares like 35% of most like us boards that are classified. So it's significantly more than average and half of the directors that are added and plus 30s won't see a vote for two or more years. They get the full tenure, they get no vote for their first appointment and they don't see a vote for at least two years. Think about it. There could be a privacy data privacy breach, you could have missed the tendons for two years you could have shared show up anymore, you could have shared a paid committee that gave a failing CEO, 100 million dollar bonus. There's so many things you could do and shareholders have no input of well input, it might as well be a private board at that point, the whoever's selecting the board that pattern does not surprise me that these are happening at pattern. Number two, and I said this early, a board expansion board expansion. Right after the AGM is unusually common among these companies. I think again, I don't understand that one because it's, it's clearly part of the bylaws that they're allowed to do this without a shareholder vote. So what's that about? It's basically like no it's wrong. I think it's a way to just get someone you want on the board on the board. You expand it. You wait till the AGM. Is over. You, add a director and you immediately fill the almost. Like, they subconsciously know that this is wrong. This Pat, there's Pat, this behavior is wrong, but that's why they're they're sneaking after the well. And here's part of the sneakiness pattern, number three Network Power. So in the free flow analytics data, we have a data point about who you're connected to and the market cap, you're influent that those companies and the size of those companies and when you add up all your connections, And the sort of market cap, they control, quote, unquote. You have an idea of how powerful this person's network is boards that tend to do this, tend to be highly networked and Powerful boards, 16% more Network Power and average than the non-plus 30s meaning, these are directors that have lots of friends on other boards. There's no better way to get your friends on your board. Then to do it one day after the AGM with no vote and no accountability for gonna say two plus years, I was gonna say what it suggests to me is a is that they're not worried about accountability because they're surrounded by their friends, they're insulated. Interestingly the last pattern I noticed was there's less Insiders on these boards. These are board. Run boards, 15% Less on average inside, there's on these boards which would be surprising except that Like an inside or it's not necessarily in an Insider like an executive or CEO CFO their best interest to add a direct after the AGM. They don't care about that right there, the boards. Like you get your board friend on your board. It is in your best interest to not, go through the whole rigmarole of a vote and democracy and all the annoying parts of democracy. It. Yeah, I was gonna say it'd be interesting to look at the influence numbers on free flow. Analytics.com to see, we used to call these boards within a board. Yes, there's a subsection of the board that actually controls everything, it would be interesting to see are these occurring at boards? Where there's a subset of directors that that may be controls the influence of the board like maybe three or four directors. Yeah, I think the next part of this research needs to be looking at the influence on them. Well, I did not see that they were more totalitarian or or they were they were actually more controlled boards. Nothing like powerful substance but it's just a powerful subset. They were more socialist, which actually means there are slightly more run by committees. The Committees have slightly more power than normal boards. I'll leave you with this thought. Yes, on directors themselves. Of the data I looked at in the last five years, only two, directors stand out. As having done this twice, they really added to two companies. Within 30 days of the AGM adding ending weird. Jodi Taylor was added to the Mister Car Wash board which I guess is real company. Yeah. Seven days after the AGM, right? And she was added to the jam, smucker board. So one day after the ago jelly and car washing that's that's seems appropriate. I don't know why, maybe Jody tell the question here would be, why do we have to sneak Jodi? Taylor on, maybe she has an iPad or something. They're trying to hide there is there a reason is, is she underperform? Is there is she have a gimp? She said, yeah, exactly how sis and Jorge Titan jerk. Yes. Added to the form factor board 24 days after the AGM and the icore holding sport 20 days after we're, it's very weird data. But look, the end result here is As you said, these are circumventing the vote regardless of the fact that investors on average vote, 96% in favor of every single director. No matter what you're still. What if you want the right to continue voting, you should not stand for corporate Shenanigans in which they put people on boards with a full 10 year, a year, 10 year before you even get a vote. I would love for some of these directors to get voted off their first meeting and when they start complaining and why not do it happen, not say because because you snuck on the board and you could have told us to me, that's why. Yeah, just tell us, just tell us, that's right. That's what I got. Anything else matters. That's a lot. That's the proxy countdown for the week of June 30th 2025, join us. Next week, most likely, when we jump back into the alternative to see pool Forever on the lookout for everything. Now, Cheryl Shenanigan's Dopey director's skinless CEO, pay ratio is Wayward Band-Aids. Would you call him plus 30 directors, at the board? A day after the meeting, we're looking for everything.